SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
USCI, INC.
(Name of Issuer)
Common Stock, par value $.0001
(Title of Class of Securities)
90330N 101
(CUSIP Number)
Laura Huberfeld
152 West 57th Street, New York, New York 10019
212-581-0500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-I(b)(3) or (4), check the following box
[ ]
Check the following box if a fee is being paid with the statement. [ ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
NOTE: Six copies of this statement, including all exhibits should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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Schedule 13D
CUSIP NO. 90330N 101 13D Page 2 of 7 Pages
----------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld/Naomi Bodner Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Internal Working Capital
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
14,582,500
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
14,582,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,582,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP NO. 90330N 101 13D Page 3 of 7 Pages
----------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huberfeld-Bodner Family Foundation, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Internal Working Capital
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
10,417,500
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
10,417,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,417,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 4 of 7 Pages
Item 1. Security and Issuer
This statement relates to Common Stock, par value $0.0001 (the "Common
Stock"), of USCI, Inc. (the "Company"). The address of the principal executive
office of the Company is 6115-A Jimmy Carter Blvd., Norcross, Georgia 30071.
Item 2. Identity and Background.
(a) This Schedule 13D is filed on behalf of the Huberfeld-Bodner Family
Foundation, Inc. (the "Foundation") and the Laura Huberfeld/Naomi Bodner
Partnership (the "Partnership" together with the Foundation, the "Reporting
Persons").
(b) The address of each Reporting Person is 152 West 57th Street, New
York, New York 10019.
(c) The Foundation is a charitable foundation. The Partnership is
involved in investments.
(d) N/A
(e) N/A
(f) Both Reporting Persons are organized under the laws of the State of
New York.
Item 3. Source and Amount of Funds or Other Consideration.
The Partnership paid an aggregate of $291,650 in consideration for the
acquisition of the shares as described under item 5(c). The Foundation paid
$208,350. All funds were generated by internal working capital.
Item 4. Purpose of the Transaction.
Neither Reporting person has any of the plans set forth under items (a)
through (j). All shares were acquired for investment purposes only.
Item 5. Interest in Securities of the Issuer.
(a) Based on information obtained from the Company, it is assumed that
approximately 92,007,000 shares are issued and outstanding. The Partnership owns
14,582,500 shares of Common Stock, or approximately 15.9%. The Foundation owns
10,417,500 shares of Common Stock or approximately 11.3%. In addition, the
Partnership owns 94.79 shares Series D Convertible Preferred Stock, par value
$.01 with a stated value of $8,000 (the "Preferred Stock"). The Foundation owns
67.71 shares of Preferred Stock. In
<PAGE>
Page 5 of 7 Pages
accordance with the terms of the Agreement (as defined below) which requires the
Company to amend the Certificate of Designation for the Preferred Stock, the
Preferred Stock will be convertible, at the option of the holder thereof, into
shares of Common Stock at a price per share (the "Conversion Price") equal to
the lesser of $1.00, or 85% of the average closing bid price of the Common Stock
during the five consecutive trading days prior to the date of conversion. Since
the Conversion Price is not currently determinable and since the Company is
unlikely to have a sufficient amount of shares of Common Stock authorized to
honor all conversions of the Preferred Stock (as well as certain other issued
and outstanding convertible securities), the number of shares of Common Stock
issuable upon such conversion has not been included in the aggregate number of
shares of Common Stock owned by the Reporting Persons.
(b) No agreements involving the Reporting Persons exist with respect to
the voting or disposition of the shares of Common Stock.
(c) In 1998 the Partnership and the Foundation acquired from the
Company 131.25 and 93.75 shares of Preferred Stock, respectively. On April 26,
1999, Reporting Persons entered into an agreement (the "Agreement") with the
Company providing for the issuance by the Company to Reporting Persons of shares
of Common Stock at a price of $0.02 per share upon the conversion of the
Preferred Stock. As a result, the Partnership was issued 14,582,500 shares of
Common Stock upon conversion of 36.46 shares of Preferred Stock. The Foundation
received 10,417,500 shares of Common Stock upon conversion of 26.04 shares of
Preferred Stock.
(d) None.
(e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
Page 6 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds'
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: May 5, 1999
LAURA HUBERFELD/NAOMI BODNER
PARTNERSHIP
By: /s/
Laura Huberfeld, General Partner
HUBERFELD-BODNER FAMILY
FOUNDATION, INC.
By: /s/
<PAGE>
Page 7 of 7 Pages
Agreement
Joint Filing of Schedule 13D
The undersigned hereby agree to jointly prepare and file a Schedule 13D
and any future amendments thereto reporting each of the undersigned's ownership
of securities of USCI, Inc. and hereby affirm that such Schedule 13D is being
filed on behalf of each of the undersigned. Each party will only be responsible
for the accuracy of the information respecting itself and will be responsible
for its own filing fees.
Dated: May 5, 1999
LAURA HUBERFELD/NAOMI BODNER
PARTNERSHIP
By: /s/
Laura Huberfeld, General Partner
HUBERFELD-BODNER FAMILY
FOUNDATION, INC.
By: /s/
Laura Huberfeld, Vice President
